UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
For
the fiscal year ended June 30, 2021
or
For the transition period from
_____to _____
Commission
File Number: 000-25668
GLOBAL TECHNOLOGIES, LTD
(Exact
name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (727) 482-1505
A
Registered Agent, Inc.
8
The Green, Suite A
Dover,
DE 19901
(302)
288-0670
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value per share GTLL OTC Markets “PINK”
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes
☒ No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
☐ Yes ☒ No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
☒
Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
☒
Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller Reporting Company ☒
Emerging Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
YES ☒ NO
The aggregate market value on December 31, 2020
(the last business day of the Company’s most recently completed second quarter) of the voting common stock held by non-affiliates
of the registrant, computed by reference to the closing price of the stock on that date, was approximately $9,495,747. The registrant
does not have non-voting common stock outstanding.
As
of October 13, 2021, there were 14,680,293,609
shares of registrant’s Class A common stock outstanding.
USE OF MARKET AND INDUSTRY DATA
This Annual Report on Form 10-K includes market
and industry data that we have obtained from third-party sources, including industry publications, as well as industry data prepared
by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s
estimates and assumptions relating to such industries based on that knowledge). Management has developed its knowledge of such industries
through its experience and participation in these industries. While our management believes the third-party sources referred to in this
Annual Report on Form 10-K are reliable, neither we nor our management have independently verified any of the data from such sources
referred to in this Annual Report on Form 10-K or ascertained the underlying economic assumptions relied upon by such sources. Furthermore,
internally prepared and third-party market prospective information, in particular, are estimates only and there will usually be differences
between the prospective and actual results, because events and circumstances frequently do not occur as expected, and those differences
may be material. Also, references in this Annual Report on Form 10-K to any publications, reports, surveys or articles prepared by third
parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information
in any such publication, report, survey or article is not incorporated by reference in this Annual Report on Form 10-K.
Cautionary
Note Regarding Forward Looking Statements
This
annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. The words “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “may,” “should,” “could,” “will,” “plan,” “future,”
“continue, “and other expressions that are predictions of or indicate future events and trends and that do not relate to
historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts
of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties,
a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained
in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide
variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital
needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to
be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the
risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by any forward-looking statements.
Important
factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but
are not limited to, the following:
● risks related to commodity price fluctuations;
● the uncertainty of profitability based upon our history of losses;
● risks related to environmental regulation and liability;
● risks related to tax assessments; and
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as
of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements
to conform these statements to actual results, whether as a result of new information, future events or otherwise.
As
used in this annual report, “Global Technologies,” the “Company,” “we,” “us,” or “our”
refer to Global Technologies, Ltd. unless otherwise indicated.
TABLE
OF CONTENTS
PAGE
PART I
Item 1. Business 4
Item 1A. Risk Factors 8
Item 1B. Unresolved Staff Comments 20
Item 2. Properties 20
Item 3. Legal Proceedings 20
Item 4. Mine Safety Disclosures 20
PART II
Item 6. Selected Financial Data 22
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 27
Item 8. Financial Statements and Supplementary Data 27
Item 9A. Controls and Procedures 28
Item 9B. Other Information 29
PART III
Item 10. Directors, Executive Officers and Corporate Governance 31
Item 11. Executive Compensation 33
Item 14. Principal Accounting Fees and Services 36
PART IV
Signatures 39
PART
I
Item
1. Business.
Overview
Global
Technologies, Ltd is a publicly quoted company that was incorporated under the laws of the State of Delaware on January 20, 1999 under
the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of Incorporation with the
State of Delaware to change the name of the corporation to Global Technologies, Ltd. Our principal executive offices are located at 501
1st Ave N., Suite 901, St. Petersburg, FL 33701 and our telephone number is (727) 482-1505. Our website address is www.globaltechnologiesltd.info.
The information provided on our website is not part of this Annual Report and is therefore not incorporated by reference unless such
information is otherwise specifically referenced elsewhere in this Annual Report.
COVID-19
COVID-19
has caused and continues to cause significant loss of life and disruption to the global economy, including the curtailment of activities
by businesses and consumers in much of the world as governments and others seek to limit the spread of the disease, and through business
and transportation shutdowns and restrictions on people’s movement and congregation.
As
a result of the pandemic, we have experienced, and continue to experience, weakened demand for our CBD products. Many of our wholesale
and retail customers have been unable to sell our products in their stores due to government-mandated closures and have deferred or significantly
reduced orders for our products. We expect these trends to continue until such closures are significantly curtailed or lifted. In addition,
the pandemic has reduced foot traffic in their stores where our products are sold that remain open, and the global economic impact of
the pandemic has temporarily reduced consumer demand for our products as they focus on purchasing essential goods.
Given
these factors, the Company anticipates that the greatest impact from the COVID-19 pandemic will occur in the third and fourth quarters
of fiscal 2020 and first quarter of fiscal 2021 and will most likely result in a significant delay in the buildout of our Markets on
Main operations.
In
addition, certain of our suppliers and the manufacturers of certain of our products were adversely impacted by COVID-19. As a result,
we faced delays or difficulty sourcing products, which negatively affected our business and financial results. Even if we are able to
find alternate sources for such products, they may cost more and cause delays in our supply chain, which could adversely impact our profitability
and financial condition.
We
have taken actions to protect our employees in response to the pandemic, including closing our corporate office and requiring our office
employee to work from home. At the manufacturing facility where our HMNRTH CBD products are produced, certain practices have been taken
into effect to safeguard workers, including a staggered work schedule, and shortening of the work week. If this were to continue, it
may significantly delay our ability to have product produced for delivery.
Prior
Operational History
From
inception until March 2011, Global Technologies was a technology portfolio company that acquired nascent technology and related innovations,
inventions and IP assets to enhance their growth and development. The Company built revenues and asset value through a model of continuous
growth, income from or sale of its portfolio holdings, and technology licensing or distribution agreements.
The
Company invested primarily in innovative and promising clean/renewable energy or bio-tech technologies that had reached the stage in
the critical Technology Development & Demonstration phase of the Innovative Cycle, which includes Prototype, Demonstration and Market
Analysis.
In
March 2011, the Company abandoned its operations. Mr. Jimmy Wayne Anderson, our sole officer and director, was appointed a director of
the Company in December 2017 and an officer in January 2018.
Current
Operations
Global
Technologies, Ltd (“Global”) is a holding corporation, which through its subsidiaries, has operations engaged in the online
sales of CBD and hemp related products, the acquisition of intellectual property in the safety and security space and as a portal for
entrepreneurs to provide immediate access to live shopping, e-commerce, product placement in brick and mortar retail outlets and logistics.
On
November 30, 2019, the Company entered into a Purchase and Sale Agreement (the “Agreement”) for the purchase of TCBM Holdings,
LLC (“TCBM”). Under the terms of the Agreement, the Company issued a Convertible Promissory Note (the “Note”)
in the amount of $2,000,000 to Jetco Holdings, LLC for the purchase of all issued and outstanding membership units of TCBM and its
subsidiaries, HMNRTH, LLC and 911 Help Now, LLC. As of March 15, 2021, the outstanding principal and interest on the Note were $503,714
and $46,485, respectively. On this same date, the Holder agreed to forgive $253,714 in outstanding principal and all outstanding interest
leaving a remaining principal balance of $250,000. On March 15, 2021, the Company issued the Holder fifty (50) shares of the Company’s
Series L Preferred Stock in satisfaction of the $250,000 principal balance. As of June 30, 2021, there was no outstanding principal
or interest due. Please seeNOTE F - NOTES PAYABLE, THIRD PARTIES for further information.
On
March 11, 2020, the Company, through its two wholly owned subsidiaries, HMNRTH, LLC (the “Seller”) and TCBM Holdings, LLC
(the “Owner”) (together Seller and Owner the “Selling Parties”) entered into an Asset Purchase Agreement (the
“Agreement”) with Edison Nation, Inc. and its wholly owned subsidiary, Scalematix, LLC (together the “Buyer”),
for the sale of certain assets in the health and wellness industry and related consumer products industry. Under the terms of the Agreement,
Buyer was to remit $70,850 via wire transfer at Closing and issue to a representative of the Selling Parties Two Hundred Thirty-Eight
Thousand Seven Hundred and Fifty (238,750) shares of restricted common stock. In addition, the Selling Parties shall have the right to
additional earn out compensation based upon the following metrics: (i) at such time as the purchased assets achieve cumulative revenue
of $2,500,000, the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock; and (ii) at such time
as the purchased assets achieve cumulative revenue of $5,000,000, the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000)
shares of common stock. The Closing of the transaction occurred on March 11, 2020. As of the date of this filing, the Company has received
the 238,750 shares of restricted common stock valued at $477,500 and the $70,850 in cash compensation due under the terms of the Agreement.
The shares and cash compensation were subsequently transferred to the principal of Jetco Holdings, LLC as payment against the November
30, 2019 Convertible Promissory Note issued to Jetco Holdings, LLC.
On September 3, 2020, the Company entered into a Commitment to be Bound by the Amended
Operating Agreement to Effect Transfer of Membership Interest in order to facilitate the transfer of 25 Membership Units (the
“Units”) issued by Global Clean Solutions, LLC (“Global”) and held in the name of Graphene Holdings, LLC
(“Graphene”) to the Company. In exchange for the transfer of the Units to the Company, the Company issued to Graphene a
Convertible Promissory Note (the “Note”) in the amount of $250,000. Please see NOTE F - NOTES
PAYABLE, THIRD PARTIES and NOTE M - SUBSEQUENT EVENTS for further information.
Our
wholly owned subsidiaries:
About
TCBM Holdings, LLC
TCBM
Holdings, LLC (“TCBM”) was formed as a Delaware limited liability company on August 10, 2017. TCBM is a holding corporation,
which operated through its two wholly owned subsidiaries, HMNRTH, LLC and 911 Help Now, LLC.
About
HMNRTH, LLC
HMNRTH,
LLC (“HMN”) was formed as a Delaware limited liability company on July 30, 2019. HMNRTH operates as an online store selling
a variety of hemp and CBD related products. The Company’s business model is to bridge the gap between the lifestyle and knowledge
components within the cannabis industry. The Company’s goal is to educate every consumer while cultivating an experience by providing
quality products, branded cutting-edge content, and diversified product lines for any purpose. Most importantly, we want our clients
to discover their inner HMN, redefine their inner HMN and Empower their inner HMN.
In
September 2019, the Company entered into a Quality Agreement with Nutralife Biosciences for the development and production of its CBD
line of products. The Company’s product line includes hemp derived, full spectrum cannabidiol tinctures and creams in varying sizes.
In
order for the Company to generate revenue through HMNRTH, we will need to: (i) produce additional inventory for retail sales through
the Company’s ecommerce site or sales, or (ii) sales to third party distributors, or (iii) direct sales to brick and mortar CBD
retail outlets, or (iv) generate additional CBD formulas to be utilized in new products At present, the Company does not have the required
capital to move forward with any of the options and there is no guarantee that we will be able to raise the required funds.
Regulation
of HMNRTH products:
The
manufacture, labeling and distribution of our products is regulated by various federal, state and local agencies. These governmental
authorities may commence regulatory or legal proceedings, which could restrict the permissible scope of our product claims or the ability
to sell our products in the future. The FDA regulates our nutraceutical and wellness products to ensure that the products are not adulterated
or misbranded.
We
are subject to additional regulation as a result of our CBD products. The shifting compliance environment and the need to build and maintain
robust systems to comply with different compliance in multiple jurisdictions increase the possibility that we may violate one or more
of the requirements. If our operations are found to be in violation of any of such laws or any other governmental regulations that apply
to us, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or
restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results.
Failure
to comply with FDA requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines
and criminal prosecutions. Our advertising is subject to regulation by the FTC under the FTCA. Additionally, some states also permit
advertising and labeling laws to be enforced by private attorney generals, who may seek relief for consumers, seek class action certifications,
seek class wide damages and product recalls of products sold by us. Any actions against us by governmental authorities or private litigants
could have a material adverse effect on our business, financial condition and results of operations.
About
911 Help Now, LLC
911
Help Now, LLC (“911”) was formed as a Delaware limited liability company on February 2, 2018. 911 was a holding company of
intellectual property in the safety and security space. At present, we own no intellectual property within our 911 subsidiary. In order
to generate future revenue within 911, we will need to identify and either acquire or license intellectual property. In the event of
an acquisition, we will then need to either develop products utilizing our intellectual property or license out our intellectual property
to a third party. There is no guarantee that we will be successful with an acquisition or licensing of any intellectual property.
About
Markets on Main, LLC
Markets
on Main, LLC (“MOM”) was formed as a Florida limited liability company on April 2, 2020. MOM is A full service, sales and
distribution, third-party logistics provider and portal to multi-channel sales opportunities. MOM’s focus is on bringing small
businesses and entrepreneurs to large opportunities and distribution. MOM will provide the following services to its clients: inventory
management, brand management, fulfillment and drop-ship capabilities, retail distribution and customer service. MOM’s website can
be found at www.marketsonmain.com.
On
November 5, 2020, the Company, through its wholly owned subsidiary Markets on Main, LLC (“Licensor”), entered into a Platform
License Agreement (the “License Agreement”) with Honey Badger Media, LLC (the “Licensee”). Under the terms of
the License Agreement, the Company grants the Licensee a perpetual, non-exclusive license to operate the Platform, fulfillment opportunities
and its related technologies. In consideration for the License, the Licensee shall pay
to the Licensor a fee equal to twenty percent (20%) of the Net Profits generated from Licensee’s clients through the Platform.
Investments:
Global
Clean Solutions, LLC Investment
Global
Clean Solutions (“Global Clean”) was founded as a special purpose entity in the Personal Protective Equipment Industry
during the initial stages of the pandemic in 2020. Its management set out with a simple mission; deliver customers PPE while
removing the panic from the pandemic. Global Clean has created a solid and repeatable foundation and is able to satisfy
the needs of both government municipalities and corporations that many companies have tried, and few have succeeded.
● Direct to factory relationships
● Proprietary hand sanitizer ready to ship
● Funding programs available
● Government contract expertise
● Overseas production capabilities
● Distribution centers in CA and FL
The Company elected to impair its investment in
Global Clean as it does not anticipate generating any further revenue from this investment.
Services:
Consulting Services
On May 10, 2021, the Company entered into a Consulting
Agreement (the “Agreement”) with CoroWare, Inc. (“CoroWare”). Under the terms of the Agreement, the Company is
to prepare the following financial reports for CoroWare: (i) Registration Statement and all subsequent amendments, (ii) Quarterly Reports
for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and (iii) Annual Report for the period ended December 31,
2021. The Agreement shall have a term one (1) year or until CoroWare’s Annual Report is filed with OTC Markets or the SEC. The
Company shall be compensated a total of $45,000 in three equal payments of $15,000.
Consultants
On January 2, 2020, the Company entered into a
Consulting Agreement (the “Agreement”) with Timothy Cabrera (the “Consultant”). Under the terms of the Agreement,
the Consultant is to provide services to further the business plan of the Company’s subsidiaries, seek and advise the Company on
the acquisition of potential products, seek acquisition candidates and on the sale of any inventory. The Agreement has a term of one
(1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). On February 15, 2021, the
Company issued fifty shares of the Company’s Series L Preferred Stock to the Consultant in satisfaction of $250,000 cash compensation
due for past consulting services. All compensation due under the Agreement has been satisfied.
On January 2, 2020, the Company entered into a
Consulting Agreement (the “Agreement”) with Brian McFadden (the “Consultant”). Under the terms of the Agreement,
the Consultant is to provide services to manage the Company’s HMNRTH subsidiary, manage the process of new CBD formulas from development
to sale, seek and advise the Company on the acquisition of potential products and on the sale of any inventory. The Agreement has a term
of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). On February 15, 2021,
the Company issued fifty shares of the Company’s Series L Preferred Stock to the Consultant in satisfaction of $250,000 cash compensation
due for past consulting services. All compensation due under the Agreement has been satisfied.
On August 22, 2019, the Company entered into a
Consulting Agreement (the “Agreement”) with Sylios Corp (the “Consultant”), an entity controlled by the Company’s
President, Jimmy Wayne Anderson. Under the terms of the Agreement, the Consultant is to provide services related to acquisitions, mergers
and certain day to day tasks of managing a public company. As compensation, the Company shall pay Consultant $50,000 through the issuance
of ten (10) shares of the Company’s Series L Preferred Stock. The Company issued the shares of Series L Preferred Stock on September
2, 2019. The Agreement had a term of six (6) months or until the Consultant completed the services requested. The services under the
Agreement have been satisfied.
Revenue
For
the years ended June 30, 2021 and 2020, we had $15,000 and $548,350 in revenue. Our revenue for the twelve
months ended June 30, 2021 was 100% comprised from consulting services from one client. Our revenue for the twelve months ended June
30, 2020 was 100% comprised of the sale of hemp and CBD inventory through our subsidiary, HMNRTH, LLC.
Research
and development
For
the twelve months ended June 30, 2021 and 2020, we had $0 and $0 research and development costs, respectively.
Employees
Currently,
Global Technologies has one part-time employee who devotes approximately 10-15 hours per week to the Company’s operations. We intend
on retaining additional officers, ancillary staff and consultants during the fiscal year ended June 30, 2022 as our operational
subsidiaries further their business plans.
Our Business
Plan
Our
business plan is to operate through our wholly owned subsidiaries for the foreseeable future, while seeking potential acquisition, joint
venture and merger candidates.
Our
wholly owned subsidiaries:
About
TCBM Holdings, LLC
TCBM
Holdings, LLC (“TCBM”) was formed as a Delaware limited liability company on August 10, 2017. TCBM is a holding corporation,
which operated through its two wholly owned subsidiaries, HMNRTH, LLC and 911 Help Now, LLC.
About
HMNRTH, LLC
HMNRTH,
LLC (“HMN”) was formed as a Delaware limited liability company on July 30, 2019. HMNRTH operates as an online store selling
a variety of hemp and CBD related products. The Company’s business model is to bridge the gap between the lifestyle and knowledge
components within the cannabis industry. The Company’s goal is to educate every consumer while cultivating an experience by providing
quality products, branded cutting-edge content, and diversified product lines for any purpose. Most importantly, we want our clients
to discover their inner HMN, redefine their inner HMN and Empower their inner HMN.
In
September 2019, the Company entered into a Quality Agreement with Nutralife Biosciences for the development and production of its CBD
line of products. The Company’s product line includes hemp derived, full spectrum cannabidiol tinctures and creams in varying sizes.
In
order for the Company to generate revenue through HMNRTH, we will need to: (i) produce additional inventory for retail sales through
the Company’s ecommerce site or sales, or (ii) sales to third party distributors, or (iii) direct sales to brick and mortar CBD
retail outlets, or (iv) generate additional CBD formulas to be utilized in new products At present, the Company does not have the required
capital to initiate any of the options and there is no guarantee that we will be able to raise the required funds.
Regulation
of HMNRTH products:
The
manufacture, labeling and distribution of our products is regulated by various federal, state and local agencies. These governmental
authorities may commence regulatory or legal proceedings, which could restrict the permissible scope of our product claims or the ability
to sell our products in the future. The FDA regulates our nutraceutical and wellness products to ensure that the products are not adulterated
or misbranded.
We
are subject to additional regulation as a result of our CBD products. The shifting compliance environment and the need to build and maintain
robust systems to comply with different compliance in multiple jurisdictions increase the possibility that we may violate one or more
of the requirements. If our operations are found to be in violation of any of such laws or any other governmental regulations that apply
to us, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or
restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results.
Failure
to comply with FDA requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines
and criminal prosecutions. Our advertising is subject to regulation by the FTC under the FTCA. Additionally, some states also permit
advertising and labeling laws to be enforced by private attorney generals, who may seek relief for consumers, seek class action certifications,
seek class wide damages and product recalls of products sold by us. Any actions against us by governmental authorities or private litigants
could have a material adverse effect on our business, financial condition and results of operations.
About 911
Help Now, LLC
911
Help Now, LLC (“911”) was formed as a Delaware limited liability company on February 2, 2018. 911 was a holding company of
intellectual property in the safety and security space. At present, we own no intellectual property within our 911 subsidiary. In order
to generate future revenue within 911, we will need to identify and either acquire or license intellectual property. In the event of
an acquisition, we will then need to either develop products utilizing our intellectual property or license out our intellectual property
to a third party. There is no guarantee that we will be successful with an acquisition or licensing of any intellectual property.
About Markets
on Main, LLC
Markets
on Main, LLC (“MOM”) was formed as a Florida limited liability company on April 2, 2020. MOM is A full service, sales and
distribution, third-party logistics provider and portal to multi-channel sales opportunities. MOM’s focus is on bringing small
businesses and entrepreneurs to large opportunities and distribution. MOM will provide the following services to its clients: inventory
management, brand management, fulfillment and drop-ship capabilities, retail distribution and customer service. MOM’s website can
be found at www.marketsonmain.com.
Potential
Future Acquisitions
In
implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation
of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole
director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders,
or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable
state.
It
is anticipated that any securities issued in any such acquisition would be issued in reliance upon exemption from registration under
application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register
all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration
occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer
considered an inactive company.
The
issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may
have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop.
While
the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable
to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free” reorganization
under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free treatment under the
Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such
event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in
significant dilution in the equity of our stockholders.
As
part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain
independent analysis of verification of certain information provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we
participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the
management of the opportunity.
With
respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities, our
stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations
of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.
We
will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although
the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations
and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which
must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated
with the Company’s attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.
As
stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within
time parameters necessary to ensure our compliance within the requirements of the 1934 Act, or if the audited financial statements
provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that
the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive
closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.
There
are no guarantees that we will be successful in Closing any additional acquisitions or mergers.
Competition
We
believe we are an insignificant participant among the firms, which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise
than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant
competitive disadvantage compared to our competitors.
In
reference to our subsidiary 911 Help Now (“911”), the Personal Emergency Response marketplace
is a large and fragmented market, which has many competitors with larger financial resources than us. Our differentiating factor in this
space is our no monthly fee sales model. At present, we own no intellectual property within our 911 subsidiary. In order to generate
future revenue within 911, we will need to identify and either acquire or license intellectual property. In the event of an acquisition,
we will then need to either develop products utilizing our intellectual property or license out our intellectual property to a third
party. There is no guarantee that we will be successful with an acquisition or licensing of any intellectual property.
In
reference to our subsidiary HMNRTH (“HMNRTH”),the
market for the sale of CBD-based products is fragmented and intensely competitive. Currently, in the United States, we do not believe
that there are any businesses that can demonstrate or claim a dominant market share of the growing CBD products market. Our
competitors in the retail location sales of CBD-based products include Green Roads, PlusCBD, and Select CBD, and in the digital
space include Diamond CBD, CBDistillery, and Lazarus Natural. We expect that the quantity and composition of the competitive environment
will continue to evolve as the industry matures and new customers enter the marketplace. In order for the Company to generate revenue
through HMNRTH, we will need to: (i) produce additional inventory for retail sales through the Company’s ecommerce site or sales,
or (ii) sales to third party distributors, or (iii) direct sales to brick and mortar CBD retail outlets, or (iv) generate additional
CBD formulas to be utilized in new products At present, the Company does not have the required capital to move forward with any of the
options and there is no guarantee that we will be able to raise the required funds.
In
reference to our newly formed business operation through our subsidiary Markets on Main (“MOM”), the Company’s goal
is to become a leader in sales and distribution of entrepreneur driven products, in a highly competitive industry. We compete with companies
from all industries, some of which have substantially more resources, stronger name recognition, and longer operating histories than
us, and which benefit from greater economies of scale.
We
target products that leverage some sort of intellectual property that we may own or license from the entrepreneurs. Under the Company’s
business plan, we anticipate that certain of our licensors will have reserved the right to manufacture, distribute and sell similar or
identical products. Some of these products could directly compete with our products and could be sold to our customers or directly to
consumers at lower prices than those at which our products are sold. Our competitors for MOM include Funko, Inc. and Edison Nation, Inc.
to name a few. We anticipate generating revenue through MOM during the current fiscal quarter through our fulfillment relationships with
QVC and TBD Safety.
Investment
Company Act 1940
Although
we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to
regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of
investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests
in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an
investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as
to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences.
We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.
Intellectual
Property
We
own no intellectual property.
Corporate Information
Our principal executive offices are located at
501 1st Ave N., Suite 901, St. Petersburg, FL 33701. Our telephone number is (727) 482-1505.
Available Information
Our website, www.globaltechnologiesltd.info, provides
access, without charge, to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments
to those reports as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission
(“SEC”). The information provided on our website is not part of this Annual Report and is therefore not incorporated by reference
unless such information is otherwise specifically referenced elsewhere in this Annual Report. The SEC also maintains a website at www.sec.gov
that contains reports, proxy and information statements, and other information regarding our company that we file electronically with
the SEC.
Factors
Effecting Future Performance
Rather
than an operating business, our goal is to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt to
merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create
value for our shareholders.
Although
there is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition
or merger which will enable us to continue as a going concern. Any acquisition or merger will most likely be dilutive to our existing
stockholders.
The
factors affecting our future performance are listed and explained below under the section “Risk Factors” below:
Item
1A. Risk Factors.
You
should carefully consider the risks described below and other information in this prospectus, including the financial statements and
related notes that appear at the end of this prospectus, before deciding to invest in our securities. These risks should be considered
in conjunction with any other information included herein, including in conjunction with forward-looking statements made herein. If any
of the following risks actually occur, they could materially adversely affect our business, financial condition, operating results or
prospects. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our
business, financial condition, operating results and prospects.
Risks
Relating to Our Company
We
have incurred significant losses and anticipate future losses.
As
of June 30, 2021, we had an accumulated deficit of $165,166,022 and a stockholders’ deficit of approximately $1,045,063.
Future
losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth
in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses.
As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial
statements for the years ended June 30, 2021 and 2020, an explanatory paragraph stating that there is substantial doubt
about our ability to continue as a going concern.
Our
existing financial resources are insufficient to meet our ongoing operating expenses.
We
have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless
we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis,
we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management
and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance
that this series of events will be successfully completed.
Scarcity
of, and competition for, business opportunities and combinations.
We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise
than we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities
than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.
In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage
compared to our competitors.
We
may be negatively affected by adverse general economic conditions.
Current
conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global economies,
wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such
changes could have a material adverse effect on our business, financial condition, and results of operations.
Because
our principal shareholder controls our activities, he may cause us to act in a manner that is most beneficial to himself and not to other
shareholders which could cause us not to take actions that outside investors might view favorably.
Our
principal shareholder, our sole officer and director, has voting authority for ninety six percent (96%) of our outstanding common stock.
As a result, he effectively controls all matters requiring stockholder approval, including the election of directors, the approval of
significant corporate transactions, such as mergers and related party transaction. These insiders also have the ability to delay or perhaps
even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying,
deterring or preventing a change in control of our company that you might view favorably.
Our
director may have conflicts of interest which may not be resolved favorably to us.